Common use of SERVICES TO BE PROVIDED Clause in Contracts

SERVICES TO BE PROVIDED. 1.1 Commencing on the Effective Date, the Consultant will hold the position of Chief Financial Officer and provide such services to the Company as are described in Schedule A to this Agreement (the “Services”). The Consultant will also provide any other services not specifically mentioned in Schedule A, but which, by reason of the Consultant’s capability, he knows or ought to know are necessary to ensure that the best interests of the Company are maintained. The Consultant shall be reasonably available to perform the Services required under this Agreement. 1.2 The Consultant will report to the Board of Directors of the Company (the “Board”) and will keep the Board informed of all matters concerning the Services as requested by the Board from time to time. 1.3 The Consultant will perform the Services to the level of competence and skill one would reasonably expect from someone who has skills and experience similar to that of the Consultant. The Consultant shall devote sufficient working time, attention and ability in a timely manner to the Business of the Company (as defined herein), and to any associated company, as is reasonably necessary for the proper performance of the Services pursuant to this Agreement. 1.4 The Consultant will not have any right or authority, express or implied, to commit or otherwise obligate the Company in any manner whatsoever, except to the extent specifically authorized by the Board. The Consultant is not authorized to make any representation, contract or commitment on behalf of the Company unless, prior to such time, he is specifically authorized in writing to do so by the Board. 1.5 The Consultant will faithfully, honestly and diligently serve the Company, use his best efforts to promote the best interests of the Company and co-operate with the Company, and utilize maximum professional skill and care to ensure that the Services are rendered to the satisfaction of the Company. 1.6 The Consultant will comply with all applicable rules, laws and regulations, and all applicable Company policies (to the extent they have been provided to Consultant by the Company), having application to the carrying out and performance of his obligations under this Agreement. 1.7 At all times while on the Company’s premises or representing the Company in any other location in connection with the provision of the Services, the Consultant will observe the Company’s rules and regulations with respect to conduct, health, safety and protection of persons and property.

SERVICES TO BE PROVIDED. 1.1 Commencing on the Effective Date, the Consultant will hold the position of Chief Financial Officer President and provide such services to the Company as are described in Schedule A to this Agreement (the “Services”). The Consultant will also provide any other services not specifically mentioned in Schedule A, but which, by reason of the Consultant’s capability, he knows or ought to know are necessary to ensure that the best interests of the Company are maintained. The Consultant shall be reasonably available to perform the Services required under this Agreement. 1.2 The Consultant will report to the Chairman and Board of Directors of the Company (the “Board”) and will keep the Board informed of all matters concerning the Services as requested by the Board from time to time. 1.3 The Consultant will perform the Services to the level of competence and skill one would reasonably expect from someone who has skills and experience similar to that of the Consultant. The Consultant shall devote sufficient working time, attention and ability in a timely manner to the Business of the Company (as defined herein), and to any associated company, as is reasonably necessary for the proper performance of the Services pursuant to this Agreement. 1.4 The Consultant will not have any right or authority, express or implied, to commit or otherwise obligate the Company in any manner whatsoever, except to the extent specifically authorized by the Board. The Consultant is not authorized to make any representation, contract or commitment on behalf of the Company unless, prior to such time, he is specifically authorized in writing to do so by the Board. 1.5 The Consultant will faithfully, honestly and diligently serve the Company, use his best efforts to promote the best interests of the Company and co-operate with the Company, and utilize maximum professional skill and care to ensure that the Services are rendered to the satisfaction of the Company. 1.6 The Consultant will comply with all applicable rules, laws and regulations, and all applicable Company policies (to the extent they have been provided to Consultant by the Company), having application to the carrying out and performance of his obligations under this Agreement. 1.7 At all times while on the Company’s premises or representing the Company in any other location in connection with the provision of the Services, the Consultant will observe the Company’s rules and regulations with respect to conduct, health, safety and protection of persons and property.

SERVICES TO BE PROVIDED. 1.1 Commencing on (a) Consultant agrees to advise the Effective Date, the Consultant will hold the position of Company’s Chief Financial Executive Officer and provide such the Board of Directors of the Company and its Affiliates on strategic matters and other transitional and consulting services to be reasonably requested and authorized by the Company as are described in Schedule A to this Agreement Company’s Chief Executive Officer (the “Services”). For purposes of this Agreement, the Company’s “Affiliates” means NBTY, Inc. and its wholly-owned subsidiaries. The Consultant will also provide any other services not specifically mentioned in Schedule AServices shall be performed during normal work hours, but which, by reason of the from either Consultant’s capabilityhome or the Company’s headquarters located at the address set forth in the introductory paragraph of this Agreement, he knows or ought to know are necessary to ensure it being understood and agreed that the best interests of the Company are maintained. The (i) Consultant shall not be reasonably available obligated to perform the Services required under for more than 10 hours a week and (ii) Consultant shall be free to pursue other business, civic and employment opportunities subject to the limitations included in this AgreementAgreement and the Stock Option Agreement (including, without limitation, Article 4 therein) (as defined below). 1.2 The (b) Consultant warrants that the Services will be performed in a good and workmanlike manner and in accordance with the highest standards of professional and ethical competence and integrity in Consultant’s industry, and with the care, skill, prudence and diligence that a prudent person acting in a like capacity and familiar with the provision of such Services would use. In performing the Services, Consultant will report to the Board observe and comply with all applicable laws and regulations and Company’s Code of Directors of the Business Conduct and other Company (the “Board”) rules, policies and will keep the Board informed of all matters concerning the Services as requested by the Board procedures, in each case in effect from time to time; provided that Consultant is provided with copies of all such Company rules, policies and procedures on the later of the date of this Agreement or at least 30 days prior to Consultant being held responsible for compliance with such rules, policies and procedures. Company will provide Consultant with material, information, and access to its representatives and properties as Consultant reasonably requests in order to perform the Services. 1.3 The Consultant will perform (c) All deliverables, outcomes, and other work product resulting from or arising in connection with the Services to the level of competence (“Work Product”) and skill one would reasonably expect from someone who has skills and experience similar to that of the Consultant. The Consultant shall devote sufficient working time, attention and ability in a timely manner to the Business of the Company Inventions (as defined hereinbelow) will be performed and created in conformance with performance criteria set forth herein and shall be subject to the terms of this Agreement and the Company’s policies regarding confidentiality and Inventions, Works (as defined below), and to any associated companyWork Product (including, without limitation, as being a works for hire owned by the Company), so long as Consultant is reasonably necessary for provided with all copies of such policies on the proper performance later of the Services pursuant date of this Agreement or at least 30 days prior to this AgreementConsultant being held responsible for compliance with such rules, policies and procedures. 1.4 The (d) While at Company’s premises or a third party’s premises on Company’s behalf, Consultant will not have any right must (i) comply with the requests, rules and regulations regarding personal or authorityprofessional conduct (including the wearing of a particular uniform, express identification badge or implied, personal protective equipment and adhering to commit regulations and general safety practices or otherwise obligate the Company in any manner whatsoever, except to the extent specifically authorized by the Board. The Consultant is not authorized to make any representation, contract or commitment on behalf of the Company unless, prior procedures) generally applicable to such timesite, he is specifically authorized in writing to do so by the Board. 1.5 The Consultant will faithfully, honestly and diligently serve the Company, use his best efforts to promote the best interests of the Company and co-operate with the Company, and utilize maximum professional skill and care to ensure that the Services are rendered to the satisfaction of the Company. 1.6 The Consultant will comply with all applicable rules, laws and regulations, and all applicable Company policies which (to the extent they x) have been provided to Consultant by Company or (y) are standard in the industry, and (ii) otherwise conduct himself in a businesslike manner. (e) Consultant shall be permitted to maintain possession of the Company laptop and cell phone that he used during his previous employment with the Company), having application provided that this and any other equipment provided by the Company to the carrying out and performance of his obligations under this Agreement. 1.7 At all times while on the Company’s premises or representing the Company in any other location Consultant in connection with the provision Services will be returned to the Company within 5 days of the Servicesexpiration of the Term of this Agreement, and this obligation will survive termination/expiration of the Consultant will observe the Company’s rules and regulations with respect to conduct, health, safety and protection Term of persons and propertythis Agreement.

SERVICES TO BE PROVIDED. 1.1 Commencing on the Effective Date, the Consultant will hold the position of Chief Financial Officer President and provide such services to the Company as are described in Schedule A “A” to this Agreement (the “Services”). The Consultant will also provide any other services not specifically mentioned in Schedule “A”, but which, by reason of the Consultant’s capability, he knows or ought to know are necessary to ensure that the best interests of the Company are maintained. The Consultant shall be reasonably available to perform the Services required under this Agreement. 1.2 The Consultant will report to the Board of Directors of the Company (the “Board”) and will keep the Board informed of all matters concerning the Services as requested by the Board from time to time. 1.3 The Consultant will perform the Services to the level of competence and skill one would reasonably expect from someone who has skills and experience similar to that of the Consultant. The Consultant shall devote sufficient working time, attention and ability in a timely manner to the Business of the Company (as defined herein), and to any associated company, as is reasonably necessary for the proper performance of the Services pursuant to this Agreement. 1.4 The Consultant will not have any right or authority, express or implied, to commit or otherwise obligate the Company in any manner whatsoever, except to the extent specifically authorized by the Board. The Consultant is not authorized to make any representation, contract or commitment on behalf of the Company unless, prior to such time, he is specifically authorized in writing to do so by the Board. 1.5 The Consultant will faithfully, honestly and diligently serve the Company, use his best efforts to promote the best interests of the Company and co-operate with the Company, and utilize maximum professional skill and care to ensure that the Services are rendered to the satisfaction of the Company. 1.6 The Consultant will comply with all applicable rules, laws and regulations, and all applicable Company policies (to the extent they have been provided to Consultant by the Company), having application to the carrying out and performance of his obligations under this Agreement. 1.7 At all times while on the Company’s premises or representing the Company in any other location in connection with the provision of the Services, the Consultant will observe the Company’s rules and regulations with respect to conduct, health, safety and protection of persons and property.

SERVICES TO BE PROVIDED. 1.1 Commencing on the Effective Date, the Consultant will shall provide executive services to the Company and, in this regard, the Consultant shall have the Principal hold the position of Chairman and Chief Financial Executive Officer and at the Company. Furthermore, commencing on the Effective Date the Consultant shall provide such services to the Company as are described in Schedule A to this Agreement (the “Services”). The Consultant will shall also provide any other services not specifically mentioned in Schedule A, but which, by reason of the Consultant’s capability, he the Consultant knows or ought to know are necessary to ensure that the best interests of the Company are maintained. 1.2 The Consultant shall provide all of the Services through the Principal, unless otherwise agreed in writing by the Company. The Consultant shall be reasonably and the Principal undertake to make the Principal available to perform the Services required under this Agreement. 1.2 The Consultant will report to the Board of Directors of the Company (the “Board”) and will keep the Board informed of all matters concerning the Services as requested by the Board from time to time. 1.3 The Consultant will shall perform the Services to the level of competence and skill one would reasonably expect from someone who has a company with the skills and experience similar to that of the Consultant. The Consultant shall devote sufficient working time, attention and ability in a timely manner to the Business of the Company (as defined herein), and to any associated company, as is reasonably necessary for the proper performance of the Services pursuant to this Agreement. 1.4 The Consultant will not have any right or authority, express or implied, to commit or otherwise obligate the Company in any manner whatsoever, except to the extent specifically authorized by the Board. The Consultant is not authorized to make any representation, contract or commitment on behalf of the Company unless, prior to such time, he is specifically authorized in writing to do so by the Board. 1.5 The Consultant will faithfully, honestly and diligently serve the Company, use his its best efforts to promote the best interests of the Company and co-operate with the Company, and utilize maximum professional skill and care to ensure that the Services are rendered to the satisfaction of the Company. 1.6 1.5 The Consultant will comply with all applicable rules, laws and regulations, and all applicable Company policies (to the extent they have been provided to the Consultant by the Company), having application to the carrying out and performance of his its obligations under this Agreement. 1.7 1.6 At all times while on the Company’s premises or representing the Company in any other location in connection with the provision of the Services, the Consultant will observe the Company’s rules and regulations with respect to conduct, health, safety and protection of persons and property.

SERVICES TO BE PROVIDED. 1.1 Commencing on the Effective Date, the Consultant will Employee shall provide executive services to the Company and, in this regard, the Employee shall hold the position of Chief Financial Officer and at the Company. Furthermore, commencing on the Effective Date the Employee shall provide such services to the Company as are described in Schedule A “A” to this Agreement (the “Services”). The Consultant will Employee shall also provide any other services not specifically mentioned in Schedule “A”, but which, by reason of the ConsultantEmployee’s capability, he the Employee knows or ought to know are necessary to ensure that the best interests of the Company are maintained. The Consultant shall be reasonably available to perform the Services required under this Agreement. 1.2 The Consultant will report to the Board of Directors of the Company (the “Board”) and will keep the Board informed of all matters concerning the Services as requested by the Board from time to time. 1.3 The Consultant will Employee shall perform the Services to the level of competence and skill one would reasonably expect from someone who has an Employee with the skills and experience similar to that of the ConsultantEmployee. The Consultant Employee shall devote sufficient working time, attention and ability in a timely manner to the Business of the Company (as defined hereinhereinafter defined), and to any associated company, as is reasonably necessary for the proper performance of the Services pursuant to this Agreement. 1.4 1.3 The Consultant will not have any right or authority, express or implied, to commit or otherwise obligate the Company in any manner whatsoever, except to the extent specifically authorized by the Board. The Consultant is not authorized to make any representation, contract or commitment on behalf of the Company unless, prior to such time, he is specifically authorized in writing to do so by the Board. 1.5 The Consultant Employee will faithfully, honestly and diligently serve the CompanyEmployee, use his its best efforts to promote the best interests of the Company and co-operate with the Company, and utilize maximum professional skill and care to ensure that the Services are rendered to the satisfaction of the Company. 1.6 1.4 The Consultant Employee will comply with all applicable rules, laws and regulations, and all applicable Company policies (to the extent they have been provided to Consultant the Employee by the Company), having application to the carrying out and performance of his its obligations under this Agreement. 1.7 1.5 At all times while on the Company’s premises or representing the Company in any other location in connection with the provision of the Services, the Consultant Employee will observe the Company’s rules and regulations with respect to conduct, health, safety and protection of persons and property.

SERVICES TO BE PROVIDED. 1.1 ‎ Commencing on the Effective Date, the Consultant will Employee shall provide executive services to the Company and, in this regard, the Employee shall hold the position of Chief Financial Officer and Vice President, Telehealth at the Company. Furthermore, commencing on the Effective Date the Employee shall provide such services to the Company as are described in Schedule A “A” to this Agreement (the “Services”). The Consultant will Employee shall also provide any other services not specifically mentioned in Schedule “A”, but which, by reason of the ConsultantEmployee’s capability, he the Employee knows or ought to know are necessary to ensure that the best interests of the Company are maintained. The Consultant shall be reasonably available to perform the Services required under this Agreement. 1.2 The Consultant will report to the Board of Directors of the Company (the “Board”) and will keep the Board informed of all matters concerning the Services as requested by the Board from time to time. 1.3 The Consultant will Employee shall perform the Services to the level of competence and skill one would reasonably expect from someone who has an Employee with the skills and experience similar to that of the ConsultantEmployee. The Consultant Employee shall devote sufficient working time, attention and ability in a timely manner to the Business of the Company (as defined hereinhereinafter defined), and to any associated company, as is reasonably necessary for the proper performance of the Services pursuant to this Agreement. 1.4 1.3 The Consultant will not have any right or authority, express or implied, to commit or otherwise obligate the Company in any manner whatsoever, except to the extent specifically authorized by the Board. The Consultant is not authorized to make any representation, contract or commitment on behalf of the Company unless, prior to such time, he is specifically authorized in writing to do so by the Board. 1.5 The Consultant Employee will faithfully, honestly and diligently serve the CompanyEmployee, use his its best efforts to promote the best interests of the Company and co-operate with the Company, and utilize maximum professional skill and care to ensure that the Services are rendered to the satisfaction of the Company. 1.6 1.4 The Consultant Employee will comply with all applicable rules, laws and regulations, and all applicable ‎applicable Company policies (to the extent they have been provided to Consultant the Employee by the ‎the Company), having application to the carrying out and performance of his its obligations under ‎under this Agreement.Agreement.‎ 1.7 1.5 At all times while on the Company’s premises or representing the Company in any ‎any other location in connection with the provision of the Services, the Consultant ‎Employee will observe the Company’s rules and regulations with respect to conduct‎conduct, health, safety and protection of persons and property.property.‎

SERVICES TO BE PROVIDED. 1.1 Commencing on During the Effective DateTerm of this Agreement, the Consultant will hold the position of Chief Financial Officer and MBO shall provide such services to the Company with such regular and customary consulting advice as are described in Schedule A to this Agreement (the “Services”). The Consultant will also provide any other services not specifically mentioned in Schedule A, but which, by reason of the Consultant’s capability, he knows or ought to know are necessary to ensure that the best interests of the Company are maintained. The Consultant shall be is reasonably available to perform the Services required under this Agreement. 1.2 The Consultant will report to the Board of Directors of the Company (the “Board”) and will keep the Board informed of all matters concerning the Services as requested by the Board from Company, provided that MBO shall not be required to undertake duties not reasonably within the scope of the financial advisory and/or consulting services contemplated by this Agreement. Xxxxxxx X. Xxx will personally provide this consulting advice. It is understood and acknowledged by the parties that the value of MBO advice is not readily quantifiable, and that MBO shall be obligated to render advice upon the request of the Company, in good faith, but shall not be obligated to spend any specific amount of time in so doing. MBO's duties may include, but will not necessarily be limited to, providing recommendations and assisting in the following: (a) Preparing a business plan and detailed financial objections, including the formation of the key strategies that will drive the business. Preparation of this plan is understood to timebe dependent upon the input of management and will be based on readily available external information. 1.3 The Consultant will perform (b) Rendering advice with regard to internal operations, including: i. the Services to formation of corporate goals and strategies and their implementation; and ii. determining the level of competence corporate organization structure and skill one would reasonably expect from someone who has skills personnel. (c) Preparing a marketing plan and experience similar to that creating the structure for its execution, including: i. performing the duties of the ConsultantCompany's chief marketing officer on an interim basis; ii. The Consultant shall devote sufficient working timeoverseeing the development and production the necessary marketing tools, attention and ability in a timely manner to such as brochures; iii. supervising the Business activities of the Company's distributors and sales agents; iv. directing the activities of public relations and/or advertising agencies that the Company (as defined herein), may engage; and to any associated company, as is reasonably necessary for v. assisting the proper performance overall execution of the Services pursuant to this Agreementmarketing component of the plan. 1.4 The Consultant will not have any right or authority, express or implied, to commit or otherwise obligate (d) Assisting the Company in any manner whatsoever, except preparing the filings and taking the actions necessary to the extent specifically authorized by the Board. The Consultant is not authorized to make any representation, contract or commitment on behalf of the Company unless, prior to such time, he is specifically authorized in writing to do so by the Board.become a "Reporting Company"; 1.5 The Consultant will faithfully, honestly (e) Rendering advice and diligently serve the Company, use his best efforts to promote the best interests of the Company and co-operate with the Company, and utilize maximum professional skill and care to ensure that the Services are rendered to the satisfaction of the Company. 1.6 The Consultant will comply with all applicable rules, laws and regulations, and all applicable Company policies (to the extent they have been provided to Consultant by the Company), having application to the carrying out and performance of his obligations under this Agreement. 1.7 At all times while on the Company’s premises or representing the Company in any other location providing assistance in connection with the provision preparation of interim and annual financial reports; (f) Rendering advice with regard to the following corporate finance matters: i. structuring and changes in the capitalization of the Services, the Consultant will observe Company; ii. changes in the Company’s rules 's corporate structure; iii. redistribution of shareholdings of the Company's stock; iv. sales of securities in private transactions; v. the Company's financial structure and regulations its divisions or subsidiaries; vi. securing, when and if necessary and possible, additional financing through banks and/or insurance companies; vii. alternative uses of corporate assets; and viii. structure and use of debt. (g) Rendering advice or assistance with respect regard to conductany of the following merger or acquisition activities: i. the acquisition and/or merger of or with other companies; ii. divestiture or any other similar transaction; and iii. the sale of the Company itself (or any significant percentage, healthassets, safety subsidiaries or affiliates thereof); and (h) Rendering advice and/or assistance with regard to any of the following capital raising activities: i. bank financing or any other financing from financial institutions or individuals (including but not limited to revolving credit facilities, lines of credits, term loans, rediscounted credit facilities, senior and protection junior loans, whether collateralized or unsecured, etc.); ii. assist in preparing the Private Placement Memorandum; iii. assist in identifying a placement agent for the Company's securities; and iv. assist in identifying an underwriter in any public offering of persons and propertythe Company's securities.

SERVICES TO BE PROVIDED. 1.1 Commencing Scope of Agreement, and Relationship of the Parties (a) The Company hereby agrees to engage Consultant to provide the Consulting Services, and Consultant agrees to such engagement, on the Effective Dateterms and conditions set forth in this Agreement. In that regard, the Consultant will hold the position of Chief Financial Officer and provide such services agrees to make itself available to the Company during normal business hours for reasonable periods of time, subject to reasonable advance notice and mutually convenient scheduling, for the purpose of attending meetings of management and the Board of Directors, as may be requested by the Chairman of the Board of the Company; assisting the Company in the preparation of reports, summaries, profiles, due diligence packages, and other material and documentation in connection with proposed acquisitions; and business planning, in each case as and to the extent requested by the Chief Executive Officer of the Company. (b) The Company acknowledges that Consultant has many other business interests and will devote as much time as in its discretion as necessary to perform its duties under this InitialsInitials Agreement. In addition, the Company acknowledges that Consultant’s efforts on behalf of his other interests are described in Schedule A the sole and separate property of Consultant. (c) The services rendered by Consultant to the Company pursuant to this Agreement (shall be as an independent contractor, and this Agreement does not make Consultant the “Services”). The Consultant will also provide any other services not specifically mentioned in Schedule Aemployee, but whichagent, by reason of the Consultant’s capability, he knows or ought to know are necessary to ensure that the best interests legal representative of the Company are maintained. The Consultant shall be reasonably available to perform the Services required under this Agreement. 1.2 The Consultant will report to the Board of Directors of for any purpose whatsoever, including without limitation, participation in any benefits or privileges given or extended by the Company (the “Board”) and will keep the Board informed of all matters concerning the Services as requested by the Board from time to time. 1.3 The Consultant will perform the Services to the level of competence and skill one would reasonably expect from someone who has skills and experience similar to that of the Consultantits employees. The Consultant shall devote sufficient working time, attention and ability in a timely manner to the Business of the Company (as defined herein), and to any associated company, as is reasonably necessary for the proper performance of the Services pursuant to this Agreement. 1.4 The Consultant will not have any No right or authorityauthority is granted to Consultant to assume or to create any obligation or responsibility, express or implied, to commit or otherwise obligate the Company in any manner whatsoever, except to the extent specifically authorized by the Board. The Consultant is not authorized to make any representation, contract or commitment on behalf of or in the Company unless, prior to such time, he is specifically authorized in writing to do so by the Board. 1.5 The Consultant will faithfully, honestly and diligently serve name of the Company, use his best efforts to promote except as may be set forth herein. In that regard, Consultant agrees that it shall act solely at the best interests of the Company and co-operate with the Company, and utilize maximum professional skill and care to ensure that the Services are rendered to the satisfaction express direction of the Company’s Chief Executive Officer and shall coordinate all contacts with third parties, including without limitation potential sources of capital, through the Chief Executive Officer. The Company shall not withhold for Consultant any federal or state taxes from the amounts to be paid to Consultant hereunder, and Consultant agrees that it will pay all taxes due on such amounts. 1.6 The (d) Consultant will comply with all applicable rules, laws and regulations, and all applicable Company policies (to the extent they have been provided to Consultant by the Company), having application to the carrying out and performance of his obligations under this Agreement. 1.7 At all times while on the Company’s premises or representing shall provide the Company in any with such other location in connection with advisory and consulting services as the provision of Company may specifically request. Specific fees for each separate service rendered by Consultant shall be established at the Services, the time Consultant will observe the Company’s rules and regulations with respect is requested to conduct, health, safety and protection of persons and propertyundertake each service.

SERVICES TO BE PROVIDED. 1.1 Commencing on Executive will serve as President and Chief Executive Officer of General Partner and the Effective DateCompany and Senior Vice President of Foodbrands. Consistent with Executive's office, the Consultant will hold the position of Chief Financial Officer and provide Executive shall render such services to General Partner and the Company as are described in Schedule A to this Agreement (the “Services”). The Consultant will also provide any other services not specifically mentioned in Schedule A, but which, by reason of the Consultant’s capability, he knows or ought to know are necessary to ensure that the best interests of the Company are maintained. The Consultant shall be reasonably available to perform the Services required under this Agreement. 1.2 The Consultant will report to the Board of Directors of the Company (the “Board”) and will keep the Board informed of all matters concerning the Services as requested by the Board General Partner may from time to time. 1.3 The Consultant will perform the Services to the level of competence time designate. Executive shall see that all orders and skill one would reasonably expect from someone who has skills and experience similar to that resolutions of the ConsultantBoard of Directors of General Partner are carried into effect. The Consultant shall devote sufficient working time, attention and ability in a timely manner to the Business of the Company (as defined herein)In addition, and to any associated companywithout limiting the foregoing, as is reasonably necessary executive shall be responsible for the proper performance day-to-day operations of the Services pursuant to this Agreement. 1.4 The Consultant will not have any right or authority, express or implied, to commit or otherwise obligate the Company in any manner whatsoever, except to the extent specifically authorized by the Board. The Consultant is not authorized to make any representation, contract or commitment on behalf of the Company unless, prior to such time, he is specifically authorized in writing to do so by the Board. 1.5 The Consultant will faithfully, honestly and diligently serve the Company, use his best the development and execution of appropriate marketing plans and budgets for the Company, the interaction between the Company and the headquarters of Foodbrands and Foodbrands' other divisions and subsidiaries. Executive shall devote such time and efforts to promote the best interests performance of his duties hereunder and to advancing the interest of the Company and co-operate Foodbrands, subject only to reasonable working hours, conditions and requirements as are consistent with past practices of Executive for the Company. In the performance of his duties, the Executive shall comply with the Company's policies. Executive will not engage in consulting work or any trade or business for his own account or for or on behalf of any other person, and utilize maximum professional skill and care to ensure that firm or corporation which competes, conflicts or interferes with the Services are rendered to the satisfaction of the Company. 1.6 The Consultant will comply with all applicable rules, laws and regulations, and all applicable Company policies (to the extent they have been provided to Consultant by the Company), having application to the carrying out and performance of his obligations duties hereunder in any way (except as specifically provided in Section 7 below); provided that the Company acknowledges that the Executive may perform consulting services for Winchester Food Processing, Inc. ("Winchester") and Standard Meat Company L.P. ("Standard") as long as performance of such services do not materially interfere with the performance of Executive's duties under this Agreement. 1.7 At all times while . The foregoing shall not preclude the Executive from devoting reasonable time to the supervision of his personal investments, civic and charitable affairs and serving on other boards, provided that such activities do not interfere with the performance of his duties hereunder; and further provided that the Executive shall not serve on the Company’s premises or representing the Company in board of any other location business (except as provided in connection with Section 7, below) without the provision advance consent of the ServicesGeneral Partner, the Consultant will observe the Company’s rules and regulations with respect to conduct, health, safety and protection of persons and propertywhich consent shall not be unreasonably withheld.

SERVICES TO BE PROVIDED. 1.1 Commencing on 2.1. This Agreement and each of its terms are subject to: (a) the Effective Dateapproval of or acceptance by the Exchange if such approval or acceptance is required; or,‌ (b) the absence of any objections by the Exchange if approval of or acceptance by the Exchange is not required. If the Exchange objects to any clause or term of this Agreement, the Consultant such clause or term will hold the position of Chief Financial Officer be curtailed and provide such services limited only to the Company as are described in Schedule A extent necessary to bring it within the requirements of the Exchange and the remainder of this Agreement will not be affected thereby, and each term, provision, covenant, and condition of this Agreement will be and remain valid and enforceable to the fullest extent permitted by law. 2.2. The Consultant shall arrange for Xxxx Xxxxxxx (“Branson”) to provide consulting services (the “Services”)) to the Company in connection with the Consultant fulfilling the duties of CEO and President of the Company. During the term of this Agreement and subject to clause 2.3 herein, the Consultant will be responsible for the supervision, direction, control and operation of the Company and will have the obligation, duties, authority and power to do all acts and things as are customarily done by persons holding the positions of President and Chief Executive Officer or performing duties similar to those performed by the President and CEO in corporations of similar size and engaged in similar business to that of the Company, and all acts and things as are reasonably necessary for the efficient and proper operation and development of the Company but, without limiting the generality of the foregoing, will include all matters related to the general administration of the Company, including its internal corporate affairs, accounting, head office and personnel management, and other matters of day-to-day administration which may reasonably be considered the responsibility of persons holding the position of President and CEO in corporations of similar size and engaged in similar business to that of the Company 2.3. The Consultant will also provide any other services not specifically mentioned in Schedule A, but which, by reason of the Consultant’s capability, he knows or ought to know are necessary to ensure that the best interests of the Company are maintained. The Consultant shall be reasonably available to perform the Services required under this Agreement. 1.2 The Consultant will report directly to the Board of Directors of the Company (the “Board”) and will keep the Board informed of all matters concerning the Services as requested by the Board from time to time. 1.3 The Consultant will perform the Services to the level of competence and skill one would reasonably expect from someone who has skills and experience similar to that of the Consultant2.4. The Consultant shall devote sufficient working time, attention and ability acknowledges that it may be required to travel in a timely manner order to provide the Business of the Company (as defined herein), and to any associated company, as is reasonably necessary for the proper performance of the Services pursuant to this AgreementServices. 1.4 The Consultant will not have any right or authority, express or implied, to commit or otherwise obligate the Company in any manner whatsoever, except to the extent specifically authorized by the Board2.5. The Consultant is not authorized recognizes and understands that, in performing the duties and responsibilities of CEO and President as provided in this Agreement, Branson will occupy a position of high fiduciary trust and confidence, pursuant to make any representation, contract or commitment on behalf which the Branson and the Consultant will develop and acquire wide experience and knowledge with respect to all aspects of the Company unless, prior to such time, he is specifically authorized manner in writing to do so by the Board. 1.5 The Consultant will faithfully, honestly and diligently serve which the Company’s business is conducted. Without limiting the generality of the foregoing, use his best efforts to promote the best Branson and the Consultant must observe the highest standards of loyalty, good faith and avoidance of conflicts of duty and self-interest. It is the intent and agreement of the parties that such knowledge and experience will be used solely and exclusively in furtherance of the business interests of the Company and co-operate with the Company, and utilize maximum professional skill and care to ensure that the Services are rendered to the satisfaction of the Company. 1.6 The Consultant will comply with all applicable rules, laws and regulations, and all applicable Company policies (to the extent they have been provided to Consultant by the Company), having application to the carrying out and performance of his obligations under this Agreement. 1.7 At all times while on the Company’s premises or representing the Company not in any other location in connection with the provision of the Services, the Consultant will observe the Company’s rules and regulations with respect manner which would be detrimental to conduct, health, safety and protection of persons and propertyit.

SERVICES TO BE PROVIDED. 1.1 Commencing on The Consultant shall perform those services set out in Appendix “A" of this Agreement, and, in addition, shall perform such other services as the Effective Date, the Consultant will hold the position of Chief Financial Officer and provide such services Association may assign from time to the Company as are described in Schedule A to this Agreement time (the “Services”). The Consultant agrees that all Services under this Agreement will also provide be performed personally or under the direction of [Consultant Name]. The Association grants the Consultant the authority and discretion to do such things as may be reasonably necessary for the purposes of performing the Services. However, the Consultant shall not have the authority or discretion to enter into any other services not specifically mentioned in Schedule Aagreement, but whichcontract or understanding that legally binds the Association or otherwise assume, by reason create or incur any obligations or liabilities on behalf of the Consultant’s capabilityAssociation, he knows or ought to know are necessary to ensure that except as expressly provided for in this Agreement, without first obtaining the best interests prior written consent of the Company are maintainedAssociation. The Consultant shall not be responsible for correspondence, payment of invoices or other payments on behalf of the Association, or incoming mail logging and distribution. The Association shall perform the services set out in Appendix “B.” OTHER TERMS AND CONDITIONS Delivery of Advisory services shall consist of 2 in-person visits per month as well as telephone or email at the discretion of the Consultant. FEES In consideration of the Services provided, the Association shall pay to Consultant the amount of $2,500 plus GST per month as a retainer as well as covering travel and accommodation expenses for _________________________________. Payment will be issued upon receipt of an invoice for Services rendered and a monthly report of Services on a form provided by the Association. The Consultant agrees to clearly reference any applicable GST registration number on all such invoices provided to the Association. Payment will be made to the Consultant within 30 days following receipt by the Association of an invoice prepared by the Consultant outlining the extent of Services provided. HOURS OF WORK There shall be no set hours of work. However, the Consultant agrees to be reasonably available to perform the Services required under this Agreement. 1.2 The Consultant will report to the Board of Directors of the Company (the “Board”) and will keep the Board informed of all matters concerning the Services as requested by the Board from time to time. 1.3 The Consultant will perform the provide Services to the level Association as may be required. INDEPENDENT CONTRACTOR The Consultant is and shall remain at all times an independent contractor and is not, and shall not represent itself to be an agent, officer or employee of competence the Association or as being related to the Association in any way other than as an independent contractor. The Consultant agrees not to make any representations or engage in any acts that could establish an apparent relationship of agency or employment with the Association. For greater certainty, the Association shall not be bound by any agreement, contract, representation or warranty made by the Consultant with any other person, firm or corporation or by any action of the Consultant, except where the Consultant has first obtained the prior written consent of the Association. Nothing contained in this Agreement is intended to create nor shall be construed as creating an employment relationship between the Consultant and skill one would reasonably expect from someone who has skills the Association, or the Association and experience similar to that any employee of the Consultant. The Consultant has sole responsibility, as an independent contractor, to comply with all laws, rules and regulations relating to the provision of Services, including without limitation, requirements under the Income Tax Act (Canada), the Employment Insurance Act (Canada), and the Canada Pension Plan Act relative to its employees. The Consultant shall devote sufficient working timebe solely responsible for deducting any and all applicable federal and provincial taxes, attention deductions, premiums, and ability amounts owing with respect to those Fees paid by the Association and remitting in a timely manner such amounts to those governmental authorities as may be prescribed by law. As an independent contractor, the employees of the Consultant shall not be entitled to any employment related benefits from the Association. Upon termination of this Agreement for any reason, the Association shall be responsible for paying only the Fees associated with Services provided by the Consultant up to and including the last date on which the Consultant provided Services to the Business Association. This Section shall survive the termination of the Company (as defined herein), this Agreement and to any associated company, as is reasonably necessary for the proper performance of the Services pursuant to this Agreement. 1.4 The Consultant will not have any right or authority, express or implied, to commit or otherwise obligate the Company in any manner whatsoever, except to the extent specifically authorized by the Board. The Consultant is not authorized to make any representation, contract or commitment on behalf of the Company unless, prior to such time, he is specifically authorized in writing to do so by the Board. 1.5 The Consultant will faithfully, honestly and diligently serve the Company, use his best efforts to promote the best interests of the Company and co-operate with the Company, and utilize maximum professional skill and care to ensure that the Services are rendered to the satisfaction of the Company. 1.6 The Consultant will comply with all applicable rules, laws and regulations, and all applicable Company policies (to the extent they have been provided to Consultant by the Company), having application to the carrying out and performance of his obligations under this Agreement. 1.7 At all times while shall remain binding on the Company’s premises or representing the Company in any other location in connection with the provision of the Services, the Consultant will observe the Company’s rules and regulations with respect to conduct, health, safety and protection of persons and propertyConsultant.

SERVICES TO BE PROVIDED. 1.1 Commencing on 2.1 This Agreement and each of its terms are subject to: (a) the Effective Dateapproval of or acceptance by the Exchange if such approval or acceptance is required; or, (b) the absence of any objections by the Exchange if approval of or acceptance by the Exchange is not required. If the Exchange objects to any clause or term of this Agreement, such clause or term will be curtailed and limited only to the extent necessary to bring it within the requirements of the Exchange and the remainder of this Agreement will not be affected thereby, and each term, provision, covenant, and condition of this Agreement will be and remain valid and enforceable to the fullest extent permitted by law. 2.2 The Company hereby engages the Consultant will hold to provide consulting services (the position of Chief Financial Officer and provide such services "Services"), to be provided exclusively by the Consultant to the Company and such subsidiaries as are described in Schedule A to this Agreement the Company has and may have, as follows. (the “Services”). a) The Consultant will also provide any other Xx. Xxxx Xxxxx's services not specifically mentioned as CFO and COO of the Company who shall have such authority and power, and responsibilities, as are customary for these positions in Schedule Acorporations of similar size as the Company. (b) Mr. David shall be responsible for the accounting and finances of the Company and its subsidiaries. (c) These Services shall include, but whichare not limited to negotiation, by reason review, execution and approval of all contracts with employees, consultants and third parties, with all related authority to do so, and the Consultant’s capabilityright and ability to terminate and enter into contracts for legal, he knows or ought to know are necessary to ensure that accounting, marketing, facility development services as the Consultant sees fit for the best interests of the Company. (d) The Consultant's duties will be otherwise as determined by the Board from time to time consistent with the foregoing. (e) The Consultant may seek and obtain advice and recommendation to agreements as necessary for the financial betterment of the Company are maintained. from the CEO and President but shall operate at the direction of the Board. 2.3 The Company will provide the Consultant with the appropriate level of resources and information to perform such duties, and the Consultant shall be reasonably available reimbursed for fees and expenses approved by the Board. 2.4 The Company will appoint Mr. David as a member of its Board of Directors following the completion of a financing, or a series of financings, by the Company amounting to perform CAD $400,000 following the Services required under Date of this Agreement. 1.2 2.5 The Consultant will report directly to the Board of Directors of the Company (the “Board”) and will keep the Board informed of all matters concerning the Services as requested by the Board from time to time. 1.3 2.6 The Consultant acknowledges that he may be required to travel in order to provide the Services. 2.7 The Consultant recognizes and understands that, in performing the duties and responsibilities of CFO and COO as provided in this Agreement, he will perform occupy a position of fiduciary trust and confidence, pursuant to which he will develop and acquire experience and knowledge with respect to all aspects of the Services to manner in which the level Company's business is conducted. Without limiting the generality of competence the foregoing, Mr. David must observe appropriate standards of loyalty, good faith and skill one would reasonably expect from someone who has skills avoidance of conflicts of duty and self-interest. It is the intent and agreement of the parties that such knowledge and experience similar to that will be used solely and exclusively in furtherance of the Consultant. The Consultant shall devote sufficient working time, attention and ability in a timely manner to the Business of the Company (as defined herein), and to any associated company, as is reasonably necessary for the proper performance of the Services pursuant to this Agreement. 1.4 The Consultant will not have any right or authority, express or implied, to commit or otherwise obligate the Company in any manner whatsoever, except to the extent specifically authorized by the Board. The Consultant is not authorized to make any representation, contract or commitment on behalf of the Company unless, prior to such time, he is specifically authorized in writing to do so by the Board. 1.5 The Consultant will faithfully, honestly and diligently serve the Company, use his best efforts to promote the best business interests of the Company and co-operate with the Company, and utilize maximum professional skill and care to ensure that the Services are rendered to the satisfaction of the Company. 1.6 The Consultant will comply with all applicable rules, laws and regulations, and all applicable Company policies (to the extent they have been provided to Consultant by the Company), having application to the carrying out and performance of his obligations under this Agreement. 1.7 At all times while on the Company’s premises or representing the Company not in any other location in connection with the provision of the Services, the Consultant will observe the Company’s rules and regulations with respect manner that would be detrimental to conduct, health, safety and protection of persons and propertyit.

SERVICES TO BE PROVIDED. 1.1 Commencing on Executive will serve as President of Kettle Cooked Foods and Vice President of the Effective DateGeneral Partner and the Company and Vice President of Foodbrands. Consistent with Executive's office, the Consultant will hold the position of Chief Financial Officer and provide such Executive shall render services to the General Partner and the Company as are described in Schedule A to this Agreement (the “Services”). The Consultant will also provide any other services not specifically mentioned in Schedule A, but which, by reason of the Consultant’s capability, he knows or ought to know are necessary to ensure that the best interests of the Company are maintained. The Consultant shall be reasonably available to perform the Services required under this Agreement. 1.2 The Consultant will report to the Board of Directors of the Company (the “Board”) General Partner may time to time designate. Executive will see that all orders and will keep resolutions of the Board informed of all matters concerning the Services as requested by the Board from time to time. 1.3 The Consultant Directors of General Partner are carried into effect. In addition, will perform the Services to the level of competence and skill one would reasonably expect from someone who has skills and experience similar to that of the Consultant. The Consultant shall devote sufficient working time, attention and ability in a timely manner to the Business of the Company (as defined herein), and to any associated company, as is reasonably necessary be responsible for the proper performance day-to-day operations of the Services pursuant to this Agreement. 1.4 The Consultant will not have any right or authority, express or implied, to commit or otherwise obligate the Company in any manner whatsoever, except to the extent specifically authorized by the Board. The Consultant is not authorized to make any representation, contract or commitment on behalf Kettle Cooked Foods a division of the Company unless, prior to such time, he is specifically authorized in writing to do so by the Board. 1.5 The Consultant will faithfully, honestly and diligently serve the Company, use his best the development and execution of the appropriate marketing plans and budgets for the Company, the interaction between Kettle Cooked Foods, the Company and the headquarters of Foodbrands and Foodbrands' other divisions and subsidiaries. Executive shall devote such time and efforts to promote the best interests performance of his duties hereunder and to advancing the interest of the Company and co-operate Foodbrands, subject only to reasonable working hours, conditions and requirements as are consistent with past practices of Executive for the Company. In the performance of his duties, the Executive shall comply with the Company's policies. Executive will not engage in consulting work or any trade or business for his own account or for or on behalf of any other person, and utilize maximum professional skill and care to ensure that firm or corporation which competes, conflicts or interferes with the Services are rendered to the satisfaction of the Company. 1.6 The Consultant will comply with all applicable rules, laws and regulations, and all applicable Company policies (to the extent they have been provided to Consultant by the Company), having application to the carrying out and performance of his obligations duties hereunder in any way (except as specifically provided in Section 7 below); provided that the Company acknowledges that the Executive may perform consulting services for Winchester Food Processing, Inc. ("Winchester") and Standard Meat Company L.P. ("Standard") as long as performance of such services do not materially interfere with the performance of Executive's duties under this Agreement. 1.7 At all times while . The foregoing shall not preclude the Executive from devoting reasonable time to the supervision of his personal investments, civic and charitable affairs and serving on other boards, provided that such activities do not interfere with the performance of his duties hereunder; and further provided that the Executive shall not serve on the Company’s premises or representing the Company in board of any other location business (except as provided in connection with Section 7, below) without the provision advance consent of the ServicesGeneral Partner, the Consultant will observe the Company’s rules and regulations with respect to conduct, health, safety and protection of persons and propertywhich consent shall not be unreasonably withheld.

SERVICES TO BE PROVIDED. 1.1 Commencing Scope of Agreement, and Relationship of the Parties (a) The Company hereby agrees to engage Consultant to provide the Consulting Services, and Consultant agrees to such engagement, on the Effective Dateterms and conditions set forth in this Agreement. In that regard, the Consultant will hold the position of Chief Financial Officer and provide such services agrees to make itself available to the Company during normal business hours for reasonable periods of time, subject to reasonable advance notice and mutually convenient scheduling, for the purpose of attending meetings of management and the Board of Directors, as may be requested by the Chairman of the Board of the Company; assisting the Company in the preparation of reports, summaries, profiles, due diligence packages, and other material and documentation in connection with proposed acquisitions; and business planning, in each case as and to the extent requested by the Chief Executive Officer of the Company. (b) The Company acknowledges that Consultant has many other business interests and will devote as much time as in its discretion as necessary to perform its duties under this Agreement. In addition, the Company acknowledges that Consultant’s efforts on behalf of his other interests are described in Schedule A the sole and separate property of Consultant. (c) The services rendered by Consultant to the Company pursuant to this Agreement (shall be as an independent contractor, and this Agreement does not make Consultant the “Services”). The Consultant will also provide any other services not specifically mentioned in Schedule Aemployee, but whichagent, by reason of the Consultant’s capability, he knows or ought to know are necessary to ensure that the best interests legal representative of the Company are maintained. The Consultant shall be reasonably available to perform the Services required under this Agreement. 1.2 The Consultant will report to the Board of Directors of for any purpose whatsoever, including without limitation, participation in any benefits or privileges given or extended by the Company (the “Board”) and will keep the Board informed of all matters concerning the Services as requested by the Board from time to time. 1.3 The Consultant will perform the Services to the level of competence and skill one would reasonably expect from someone who has skills and experience similar to that of the Consultantits employees. The Consultant shall devote sufficient working time, attention and ability in a timely manner to the Business of the Company (as defined herein), and to any associated company, as is reasonably necessary for the proper performance of the Services pursuant to this Agreement. 1.4 The Consultant will not have any No right or authorityauthority is granted to Consultant to assume or to create any obligation or responsibility, express or implied, to commit or otherwise obligate the Company in any manner whatsoever, except to the extent specifically authorized by the Board. The Consultant is not authorized to make any representation, contract or commitment on behalf of or in the Company unless, prior to such time, he is specifically authorized in writing to do so by the Board. 1.5 The Consultant will faithfully, honestly and diligently serve name of the Company, use his best efforts to promote except as may be set forth herein. In that regard, Consultant agrees that it shall act solely at the best interests of the Company and co-operate with the Company, and utilize maximum professional skill and care to ensure that the Services are rendered to the satisfaction express direction of the Company’s Chief Executive Officer and shall coordinate all contacts with third parties, including without limitation potential sources of capital, through the Chief Executive Officer. The Company shall not withhold for Consultant any federal or state taxes from the amounts to be paid to Consultant hereunder, and Consultant agrees that it will pay all taxes due on such amounts. 1.6 The (d) Consultant will comply with all applicable rules, laws and regulations, and all applicable Company policies (to the extent they have been provided to Consultant by the Company), having application to the carrying out and performance of his obligations under this Agreement. 1.7 At all times while on the Company’s premises or representing shall provide the Company in any with such other location in connection with advisory and consulting services as the provision of Company may specifically request. Specific fees for each separate service rendered by Consultant shall be established at the Services, the time Consultant will observe the Company’s rules and regulations with respect is requested to conduct, health, safety and protection of persons and propertyundertake each service.

SERVICES TO BE PROVIDED. 1.1 The Corporation hereby agrees to engage the Executive, and the Executive hereby agrees to serve the Corporation, on the terms and subject to the conditions set forth in this Agreement. Commencing on the Effective DateDate and during the Consulting Period, the Consultant will hold Executive shall perform the position following services: (i) attend as a “goodwill ambassador” of Chief Financial Officer the Corporation the trade shows scheduled for September, 2010 in Cologne, Germany, April, 2010 in Xxxxxx, Xxxxx, Xxxxx, 0000 in Canton, China, and October, 2011 in Canton, China, such attendance to be coordinated with the attendance by Corporation executives who may attend such trade shows and following such trade shows, provide such services a report to the Company as are described in Schedule A to this Agreement (the “Services”). The Consultant will also provide any other services not specifically mentioned in Schedule A, but which, by reason Chief Executive Officer of the Consultant’s capability, he knows or ought to know are necessary to ensure that the best interests of the Company are maintained. The Consultant shall be reasonably available to perform the Services required under this Agreement. 1.2 The Consultant will report to Corporation (“CEO”) and/or the Board of Directors of the Company (the “Board”); and (ii) at the request of, and in consultation with, the CEO (and in conjunction with senior Corporation executives), maintain and assist in managing relationships with major customers, entertain such customers through customer outings (hunting, fishing, golf, etc.), consult and advise on products, services and manufacturing facilities, visit the Corporation’s largest customers and the Corporation’s international operations, and provide the Board, the CEO and senior corporate executives with consultation and advice on business matters affecting the Corporation. Executive will keep be reimbursed for the reasonable out-of-pocket expenses (including business travel and entertainment) which he incurs in performing his consulting services. Executive’s title during the Consulting Period will be mutually agreed upon between Executive and the Corporation. Executive will continue to serve as a member of the Board informed and as Chairman of all matters concerning the Services as requested by the Board from time (as non-executive Chairman commencing January 4, 2010) until the Corporation’s annual meeting of stockholders in 2010. Executive’s service on the Board thereafter will be subject to time. 1.3 his nomination to such position in the discretion of the Board and election to such position. Executive will be available to perform services up to ten (10) days per month. The Consultant CEO and Executive will agree on the days Executive will be performing services under the Consulting Agreement. In addition to the consulting fee provided for in Section 3(a), the Corporation may request Executive to perform services for additional days per month at the Services rate of $1,600 per day. The Corporation and the Executive reasonably anticipate that following the Effective Date, Executive’s level of services provided to the Corporation will be reduced permanently to a level less than or equal to twenty (20%) percent of the level of competence and skill one would reasonably expect from someone who has skills and experience similar to that of the Consultant. The Consultant shall devote sufficient working time, attention and ability in a timely manner services provided prior to the Business of the Company (as defined herein), and to any associated company, as is reasonably necessary for the proper performance of the Services pursuant to this AgreementEffective Date. 1.4 The Consultant will not have any right or authority, express or implied, to commit or otherwise obligate the Company in any manner whatsoever, except to the extent specifically authorized by the Board. The Consultant is not authorized to make any representation, contract or commitment on behalf of the Company unless, prior to such time, he is specifically authorized in writing to do so by the Board. 1.5 The Consultant will faithfully, honestly and diligently serve the Company, use his best efforts to promote the best interests of the Company and co-operate with the Company, and utilize maximum professional skill and care to ensure that the Services are rendered to the satisfaction of the Company. 1.6 The Consultant will comply with all applicable rules, laws and regulations, and all applicable Company policies (to the extent they have been provided to Consultant by the Company), having application to the carrying out and performance of his obligations under this Agreement. 1.7 At all times while on the Company’s premises or representing the Company in any other location in connection with the provision of the Services, the Consultant will observe the Company’s rules and regulations with respect to conduct, health, safety and protection of persons and property.

SERVICES TO BE PROVIDED. 1.1 Commencing on 2.1. This Agreement and each of its terms are subject to: (a) the Effective Dateapproval of or acceptance by the Exchange if such approval or acceptance is required; or,‌ (b) the absence of any objections by the Exchange if approval of or acceptance by the Exchange is not required. If the Exchange objects to any clause or term of this Agreement, such clause or term will be curtailed and limited only to the extent necessary to bring it within the requirements of the Exchange and the remainder of this Agreement will not be affected thereby, and each term, provision, covenant, and condition of this Agreement will be and remain valid and enforceable to the fullest extent permitted by law. 2.2. The Company hereby engages the Consultant will hold the position of Chief Financial Officer and to provide such consulting services to the Company as are described in Schedule A to this Agreement (the “Services”)) to the Company in connection with the Consultant fulfilling the duties of CFO of the Company. During the term of this Agreement the Service shall include such services as is necessary for the Consultant to discharge his obligations for being responsible for the accounting and finances of the Company and he will have the obligation duties, authority and power to do all acts and things as are customarily done by persons holding the position of CFO or performing duties similar to those performed by a CFO in corporations of similar size of the Company, and all acts and things as are reasonably necessary for the efficient and proper operation and development of the Company, but, without limiting the generality of the foregoing, will include all matters related the accounting and financing of the Company, and other related matters of the administration of the Company which may reasonably be considered the responsibilities of persons holding the positions of CFO in corporations of similar size to the Company, and shall include bookkeeping and accounting services. 2.3. The Consultant will also provide any other services not specifically mentioned in Schedule A, but which, by reason of the Consultant’s capability, he knows or ought to know are necessary to ensure that the best interests of the Company are maintained. The Consultant shall be reasonably available to perform the Services required under this Agreement. 1.2 The Consultant will report directly to the Board of Directors of the Company (the “Board”) and will keep the Board informed of all matters concerning the Services as requested by the Board from time to time. 1.3 The Consultant will perform the Services to the level of competence and skill one would reasonably expect from someone who has skills and experience similar to that of the Consultant2.4. The Consultant shall devote sufficient working time, attention and ability acknowledges that it may be required to travel in a timely manner order to provide the Business of the Company (as defined herein), and to any associated company, as is reasonably necessary for the proper performance of the Services pursuant to this AgreementServices. 1.4 The Consultant will not have any right or authority, express or implied, to commit or otherwise obligate the Company in any manner whatsoever, except to the extent specifically authorized by the Board2.5. The Consultant is not authorized recognizes and understands that, in performing the duties and responsibilities of CFO as provided in this Agreement, the Consultant will occupy a position of high fiduciary trust and confidence, pursuant to make any representation, contract or commitment on behalf which the Consultant will develop and acquire wide experience and knowledge with respect to all aspects of the Company unless, prior to such time, he is specifically authorized manner in writing to do so by the Board. 1.5 The Consultant will faithfully, honestly and diligently serve which the Company’s business is conducted. Without limiting the generality of the foregoing, use his best efforts to promote the best Consultant must observe the highest standards of loyalty, good faith and avoidance of conflicts of duty and self-interest. It is the intent and agreement of the parties that such knowledge and experience will be used solely and exclusively in furtherance of the business interests of the Company and co-operate with the Company, and utilize maximum professional skill and care to ensure that the Services are rendered to the satisfaction of the Company. 1.6 The Consultant will comply with all applicable rules, laws and regulations, and all applicable Company policies (to the extent they have been provided to Consultant by the Company), having application to the carrying out and performance of his obligations under this Agreement. 1.7 At all times while on the Company’s premises or representing the Company not in any other location in connection with the provision of the Services, the Consultant will observe the Company’s rules and regulations with respect manner which would be detrimental to conduct, health, safety and protection of persons and propertyit.